0000950144-09-002266 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 16th, 2009 • Deerfield Capital Corp. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of , 2009, by and between Deerfield Capital Corp., a Maryland corporation (the “Company”), and the undersigned (the “Indemnitee”).

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March 5, 2009 Mr. Peter H. Rothschild Interim Chairman of the Board of Directors Deerfield Capital Corp. New York, NY 10022 Dear Mr. Rothschild:
Compensation Agreement • March 16th, 2009 • Deerfield Capital Corp. • Real estate investment trusts

The purpose of this letter agreement (the “Agreement”) is to extend, for the 2009 calendar year, the compensation terms established in the letter agreement that Deerfield Capital Corp. (“DFR” or “we”) entered into with you on July 29, 2008, establishing your compensation for the 2008 calendar year (the “Prior Agreement”) as Interim Chairman of our Board of Directors, or the Board, subject to certain technical changes reflecting the applicability of the Agreement to the 2009 rather than 2008 year and the addition of a success fee relating to your efforts in connection with a proposed new investment fund to be managed by DFR (the “Fund”).

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